What is a choice of law clause under Dutch law?

Dutch term: Rechtskeuze | Legal basis: Rome I Regulation (EC) 593/2008

A choice of law clause (rechtskeuze) designates which national law governs the contract. Under the Rome I Regulation (Regulation (EC) 593/2008), parties to a commercial contract are generally free to choose any national law, whether or not it has a connection to the parties or the transaction.

The choice can be express or implied and can cover the whole contract or specific parts. In the absence of a choice, Rome I provides default rules based on the contract type: for sale of goods, the seller's habitual residence; for services, the service provider's habitual residence. Mandatory rules of the forum state (such as the Dutch commercial agent goodwill indemnity or the Wet franchise) can apply regardless of the chosen law.

Why it matters for international businesses

For international contracts with a Dutch party, the choice of law clause and the CISG opt-out question (see CISG opt-out) are the two most important private international law decisions at the drafting stage.